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OF   THR 


Farmers  Newspaper  Alliance, 


^ 


(  T  .    I    :M  I  T  IS  ID  ,  ) 


ARTICLES  OF  INCORPORATION. 


INCORPORATED   MAY   i9,  i890. 


WASHINGTON,  D.  C,: 

Tin:  X    :■   x\-  KcoNOMiST  Publishing  Co. 

1S90. 


BY-I^J!S.^?S/S 


OF   THE 


Farmers  Newspaper  Alliance, 


(  I^  T  ]V[  I  1^  E:  33  ,,)    , 


AND 


ARTICLES  OF  INCORPORATION. 


INCORPORATED    MAY   19,   1890. 


WASHINGTON,  D,  C: 

The  National  I^conomist  Publishing  Co. 

1890. 


farmers  Hewspaper  (Illiance. 


1.  The  name  of  this  corporation  shall  be  the  Farm- 
ers Newspaper  Alliance. 

2 .  The  principal  office  of  this  corporation  shall  be 
in  the  city  of  Washington,  D.  C. 

3.  This  corporation  is  founded  for  the  purpose  of 
establishing  a  Farmers  Newspaper  Alliance,  and  do- 
ing a  general  newspaper  publishing  and  printing  busi- 
ness in  each  and  every  State  in  the  United  States,  if 
practicable.  Said  newspapers  to  be  conducted  by 
such  regulations,  as  may  hereafter  be  provided,  so  as 
to  communicate  to  the  public  at  the  same  time  a  gen- 
eral concensus  of  Alliance  doctrine  touching  such 
lines  of  action  as  may  be  most  proper  and  beneficial. 

4.  When  a  State  organ,  or  other  newspaper,  shall 
'desire  to  unite  with  the  Farmers  Newspaper  Alliance 

it  shall  make  a  written  application  to  the  Third  Vice- 
President,  stating:  First,  what  adoption  it  has  received 
from  the  Order,  and  when ;  second,  by  whom  it  is 
owned;  whether  individual,  a  partnership,  or  a  corpo- 
ration ;   third,  approximate    number   of  subscribers; 

M170555 


fourth,  volume  of  advertising  patronage;  fifth,  value 
of  plant ;  sixth,  amount  of  indebtedness. 

It  shall  be  the  duty  of  the  Third  Vice-President, 
if  he  thinks  the  purchase  desirable,  to  appoint  on  be- 
half of  the  Farmers  Newspaper  Alliance,  a  suitable 
person  as  auditor  to  represent  this  Association  in 
invoicing  such  plant  and  auditing  the  books  and  ac- 
counts. He  vShall  also  notify  the  persons  making  the 
application  that  he  has  appointed  an  auditor  to  meet 
an  auditor  that  they  may  appoint  in  their  behalf,  and 
name  a  time  when  such  auditors  shall  meet  on  the 
premises  of  such  plant  for  the  purpose  of  invoicing  the 
plant  and  auditing  the  books.  The  Third  Vice-Presi- 
dent shall  also  notify  the  Secretary  of  this  Association 
that  he  has  received  application  from  such  paper, 
giving  its  name  and  location,  and  stating  whom  he 
has  appointed  as  special  auditor  and  at  what  time  the 
auditors  are  to  meet  and  perform  their  duties.  It 
shall  thtn  be  the  duty  of  the  Secretary  of  this  Asso- 
ciation to  make  a  record  of  the  facts  set  forth  in  such 
communication  from  the  Third  Vice-President  and 
notify  the  President  of  the  State  Alliance  of  the  State 
in  which  such  newspaper  is  located,  of  the  time  and 
place  of  the  auditors'  meeting,  and  request  that  he 
appoint  in  behalf  of  the  State  Alliance  an  auditor  who 
is  in  no  wise  interested  in  the  paper  to  represent  the 
Order  upon  the  auditing  committee.  The  three  mem- 
bers shall  by  majority  vote  agree  upon  the  value  of 
every  item  in  the  invoice,  and  shall  secure  a  correct 


5 

statement  of  the  books  after  they  have  been  carefully 
audited  and  correctly  balanced,  and  each  member  of 
the  committee  shall  be  entitled  to  make  a  minority 
report. 

The  auditor  representing  this  association  shall  make 
report  to  the  Third  Vice-President,  who  shall  without 
delay  bring  such  report  before  the  Board  of  Directors 
for  consideration.  Such  report  shall  consist  of  a  full 
and  complete  invoice  of  all  types,  fixtures,  materials, 
merchandise,  etc.,  showing  actual  cash  value  of  each; 
a  description  of  any  real  estate  and  buildings,  with 
abstract  of  title  and  actual  cash  value ;  a  description 
of  lease,  if  any ;  a  correct  statement  from  the  books 
showing  all  assets  and  liabilities  itemized,  and  an  ex- 
hibit of  all  indebtedness  showing  date  of  maturity. 
Also  a  separate  statement  showing,  first,  the  actual 
cash  intrinsic  value  of  the  type,  fixtures,  furniture, 
merchandise  and  real  estate,  less  the  indebtedness; 
and,  second,  the  number  of  actual  paying  subscribers, 
the  amount  of  the  average  advertising  patronage  as 
shown  by  the  last  eight  issues  of  the  paper,  and  the 
amount  of  accounts  that  can  certainly  be  collected  on 
demand.  Against  the  amount  shown  in  the  first  of 
these  statements,  or  any  part  of  same,  the  Board  of 
Directors  may  order  an  issue  of  either  preferred  or 
common  stock,  as  the  owner  of  such  paper  may  elect, 
and  against  the  amount  shown  by  the  second  statement 
they  may  order  an  issue  of  common  stock  only:  Pro- 
vided,  That  should  common  stock  be  readily  exchange- 


able  at  par  value  for  cash,  then,  and  in  that  case,  they 
may  or  may  not,  as  may  be  deemed  advisable,  restrict 
the  issue  to  common  stock  only. 

5.  The  authorized  capital  stock  of  this  corporation 
shall  be  five  hundred  thousand  dollars,  divided  into 
fifty  thousand  shares  of  ten  dollars  each.  Twenty 
thousand  shares  of  which  shall  be  common  stock,  and 
thirty  thousand  shares  preferred  stock.  The  pre- 
ferred stock  shall  draw  interest  at  the  rate  of  seven 
per  cent  per  annum,  and  the  principal  payable  as  fol- 
lows: So  much  of  said  stock  as  shall  be  issued  for 
cash  shall  be  payable  after  three  years  from  date  of 
issue.  The  holders  of  common  stock  shall  be  entitled 
to  neither  interest  nor  principal  until  after  both  princi- 
pal and  interest  of  the  preferred  stock  shall  have  been 
paid.  All  stock  shall  be  signed  by  the  President  and 
Secretary,  and  bear  the  seal  of  the  corporation.  The 
common  stock  shall  be  issued  only  to  mertibers  of  the 
Order,  for  cash,  or  by  order  from  the  Board  of  Direc- 
tors. Preferred  stock  shall  be  issued  for  cash,  at  par 
value,' or  on  order  from  Board  of  Directors. 

6.  The  regular  annual  meeting  of  the  stockholders 
of  this  corporation  shall  be  held  on  the  second  Thurs- 
day in  December  of  each  year,  at  the  ofiice  of  the 
corporation,  in  the  city  of  Washington,  D.  C.  At  such 
meeting  a  board  of  five  directors  shall  be  elected  to 
serve  for  the  term  of  one  year,  or  until  their  success- 
ors are  ele9ted  and  qualified. 

7.  It  shall  be  the  duty  of  the  Board  of  Directors  to 


meet  immediately  after  their  election,  and  by  ballot 
select  a  President,  Vice-President,  Second  and  Third 
Vice-Presidents,  Secretary  and  Treasurer,  to  serve  for 
the  term  of  one  year  from  the  date  of  their  election, 
or  until  their  successors  are  elected  and  qualified. 
The  Board  of  Directors  shall  prescribe  necessary  and 
sufficient  bonds  for  the  officers  and  see  that  they  are 
properly  executed.  They  may  appoint  a  general  man- 
ager and  employ  such  other  help  as  they  may  deem 
necessary.  They  shall  prescribe  general  rules  for  con- 
ducting the  business  of  the  Association,  and  exercise 
a  general  supervision  with  full  power  to  act.  They 
shall  make  at  each  annual  meeting  of  the  stockholders 
and  the  Supreme  Council  a  full  and  complete  report  in 
detail  of  the  business  of  the  Association  during  the 
year,  which  shall  always  close  on  the  ist  of  Novem- 
ber. A  copy  of  such  annual  report  shall  be  sent  each 
stockholder  and  member  of  the  general  advisory 
board . 

8.  After  the  conveyance  of  the  title  of  any  newspa- 
per to  this  Association,  the  Board  of  Directors  may 
use  any  funds  in  the  treasury  for  the  purpose  of  re- 
organizing, enlarging  or  otherwise  changing  the  con- 
dition of  said  newspaper  plant  as  will  best  serve  the 
purpose  for  which  it  may  be  intended,  continuing  in 
the  management  as  far  as  practicable  or  in  harmony 
with  the  best  interests  of  the  business  those  who  pre- 
viously owned  or  controlled  the  same ;  requiring  each 
and  every  branch  so  established  to  report  at  the  end 


8 

of  each  month  to  the  principal  office  a  full  statement 
of  its  business  affairs. 

9.  It  shall  be  the  policy  of  this  Association  to  run 
the  branches  in  the  different  States  that  receive  the 
sanction  and  support  of  the  Order  for  State  organs,  as 
auxiliar}^  publishing  houses  for  the  purpose  of  supply- 
ing * 'patent  sides"  to  all  the  papers  in  that  State  that 
can  be  induced  to  use  them.  To  carry  out  this  pur- 
pose the  Board  of  Directors  are  authorized  to  make 
such  investment  in  machinery,  stock,  and  appliances 
for  such  State  papers  as  may  be  necessary  to  make 
them  excel  in  that  business. 

For  the  better  execution  of  the  provisions  of  this 
section  successfully  and  economically,  it  shall  be  the 
duty  of  the  Board  of  Directors  to  establish  at  the 
national  headquarters  an  editorial  bureau  for  the  pur- 
pose of  supplying  the  State  papers  with  as  much  first 
class  literar}^  and  Alliance  matter  for  publication  of  a 
national  character  as  such  State  papers  can  use  to  ad- 
vantage. 

The  editorial  expression  of  the  State  papers  that 
belong  to  this  Association  shall  be  under  the  control 
of  the  editor  of  such  State  paper  upon  matters  of  State 
news  and  State  issues,  subject  to  the  approval  of  the 
President  of  the  State  Alliance  of  that  State,  and  it 
shall  be  his  duty  to  confer  freely  and  often  with  such 
President,  and  in  case  he  feels  aggrieved  in  any  case 
or  matter  by  the  ruling  of  the  President,  he  may  in- 
voke the  judgment  of  the  Executive  Committee  of 


9 

that  State  to  decide  the  question  :  Provided,  That  the 
platform  and  policy  advocated  in  State  matters  must 
always  harmonize  and  never  conflict  with  the  policy 
and  platform  of  the  National. 

In  connection  with  the  National  Editorial  Bureau 
or  the  national  organ,  as  is  found  to  be  best  and  cheap- 
est, there  shall  be  ample  composition  and  stereotyp- 
ing facilities,  and  the  bureau  shall  be  organized  and 
conducted  as  follows  :  An  ample  corps  of  editors  shall 
be  employed  to  constantly  prepare  editorial  matter, 
all  of  which  matter  shall  be  submitted  to  an  editorial 
board  of  three  members,  one  of  whom  shall  be  a  mem- 
ber of  the  National  lyCgislative  Committee,  and  the 
other  two  appointed  by  the  President  of  the  National 
Alliance,  by  and  with  the  approval  of  the  Supreme 
Council  when  in  session,  and  when  not,  the  Executive 
Board.  ^^ 

When  such  editorial  board  shall  approve  an  article 
as  a  desirable  one  to  be  published,  they  shall  place 
their  stamp  upon  it,  which  shall  be  authority  for  the 
management  to  prepare  the  same  in  plates  to  be  fur- 
nished all  the  State  papers  that  do  an  auxiliary  busi- 
ness, to  be  used  at  their  discretion  in  the  literary  and 
Alliance  departments  of  their  publications  and  ''patent 
sides." 

lo.  The  editorial  board  shall  be  allowed  such  remu- 
neration as  the  Board  of  Directors  may  agree  upon. 
The  salaries  of  the  officers  of  this  Association  shall 
be  fixed  by  the  Board  of  Directors. 


11.  The  presidents  of  the  State  Alliances,  together 
with  the  President  of  the  National  Order,  shall  con- 
stitute a  General  Advisory  Board,  which  shall  be  a 
reserve  force  for  the  purpose  of  controlling  the  Board 
of  Directors  and  this  Association,  should  the\^  deem 
its  course  in  conflict  with  the  principles  or  the  best 
interests  of  the  Order.  The  General  Advisory  Board 
will  have  no  regular  meeting,  and  may  never  be  called 
together  unless  an  emergency  exists  for  action  on  their 
part.  The  President  of  the  National  may,  b}^  and 
with  the  consent  of  his  Advisory  Board,  call  the  Gen- 
eral Advisor}'  Board  together,  or  he  shall  call  them 
together  when  requested  in  writing  to  do  so  by  the 
presidents  of  as  man}-  as  five  State  Alliances  :  Pro- 
vided, It  is  always  understood  that  the  expenses  of 
attendance  upon  the  meetings  of  the  General  Advisory 
Board  shall  not  be  paid  by  this  Association. 

12.  The  Board  of  Directors  shall  make  provision 
for  a  sinking  fund  to  be  applied  to  the  payment  of  the 
interest  and  principal  of  the  preferred  stock  of  the 
Association.  The  Board  of  Directors  shall  cause  to 
be  paid  into  said  fund  three  per  cent  per  annum  of 
the  gross  income,  payable  semi-annually,  which  sum 
shall  be  immediately  applied  to  the  payment  of  said 
preferred  stock  and  interest.  Upon  the  full  payment 
of  the  principal  and  interest  of  the  preferred  stock,  the 
operation  of  the  sinking  fund  shall  cease,  and  such 
dividends  shall  be  made  annually  to  the  holders  of 


II 

common  stock  as  the  business  interest  of  the  corpora- 
tion will  admit. 

13.  The  duties  of  officers  shall  be  such  as  is  usually 
required,  and  as  may  be  prescribed  by  the  Board  of 
Directors. 

14.  These  By-I,aws  may  be  altered  or  amended  at 
any  meeting  of  the  stockholders  by  a  two-thirds 
vote. 


ARTICLES  OF  INCORPORATION. 


Know  all  men  by  these  presents: 

That  we,  I..  L.  Polk,  J.  H.  Turner,  Alonzo  Wardall, 
C.  W.  Macune,  Ben  Terrell,  N.  A.  Dunning,  Joseph 
A.  Mudd,  and  such  other  persons  as  may  hereafter  be 
associated  with  us  as  stockholders  of  this  corporation, 
hereby  declare  this  our  act  of  incorporation,  as  follows, 
to-wit: 

NAMK. 

This  corporation  shall  be  known  as  the  Farmers 
Newspaper  Alliance. 

POWKRS. 

This  corporation  shall  have  power  to  buy  and  sell, 
grant  or  lease,  to  contract  and  be  contracted  with,  sue 
and  be  sued,  plead  and  be  impleaded,  to  own  real  es- 
tate and  any  other  form  of  property  or  value  neces- 
sary to  assist  in  the  performing  the  objects  of  the  cor- 
poration, and  to  perform  any  and  all  other  acts  in  law 
necessary  to  conduct  its  business:  Provided ^  It  shall 
not  have  power  to  contract  debts  in  excess  of  its  paid 
up  capital;  2ivA,  provided  further ,  That  the  stockhold- 
ers shall  not  be  liable  for  the  debts  of  the  corporation 
after  they  shall  have  paid  up  in  full  all  the  stock  they 
have  subscribed. 

OBJECTS. 

The  objects  of  this  corporation  are  to  conduct  a 
general  newspaper  and  publishing  and  printing  busi- 
ness. 

LOCATION. 

The  headquarters  of  this  corporation  shall  be  in  the 
city  of  Washington,  D.  C,  with  branches  in  any  or 
all  of  the  States. 


14 
DURATION. 

The  term  of  existence  of  this  corporation  shall  be 
twenty  years. 

CAPITAL   STOCK. 

The  authorized  capital  stock  of  this  corporation 
shall  be  five  hundred  thousand  dollars,  divided  into 
fifty  thousand  shares  of  ten  dollars  each,  and  as  many 
as  five  thousand  shares  of  stock  shall  be  subscribed 
and  paid  up  in  full  before  commencing  business.  The 
capital  stock  shall  be  divided  into  two  classes,  to  be 
known  as  common  stock  and  preferred  stock.  The 
holders  of  common  stock  shall  have  a  vote  in  the 
selection  of  directors  for  each  share  of  stock,  and 
shall  control  the  management  of  the  business,  but 
shall  not  be  entitled  to  any  interest  on  their  stock,  or 
any  dividend  from  the  gains  of  the  corporation,  until 
all  interest  on  the  preferred  stock  shall  have  been 
paid  and  the  preferred  stock  bought  in  at  face  value 
and  cancelled.  The  holders  of  preferred  stock  shall 
be  entitled  to  interest  at  face  value,  and  shall  be  paid 
in  full,  both  principal  and  interest  on  their  stock,  be- 
fore the  holders  of  common  stock  shall  be  entitled  to 
receive  any  interest  or  dividerd  upon  their  stock,  and 
the  owners  of  preferred  stock  shall  hold  the  same  sub- 
ject to  a  right  hereby  acknowledged  to  be  vested  in 
the  corporation  to  pay  ofi"  and  cancel  preferred  stock 
at  any  time. 

MANAGEMENT. 

The  business  of  thi^  corporation  shall  be  under  the 
control  of  a  Board  of  Five  Directors,  who  shall  be 
elected  at  each  annual  meeting,  which  shall  be  held 
during  the  month  of  December  each  year  at  the  head- 
quarters of  the  corporation.     The  following  directors 


15 

have  been  chosen  to  serve  in  that  capacity  until  their 
successors  are  elected  and  qualified: 

L.  L.  Polk,  of  Washington,  D.  C,  Alonzo  Wardall, 
Huron,  South  Dakota,  L.  F.  Livingston,  Cora, 
Georgia,  J.  H.  Turner,  Washington,  D.  C,  and  C. 
W.  Macune,  Washington,  D.  C. 

OFFICERS. 

The  ofiicers  of  this  corporation  shall  be  a  President, 
Vice-President,  Secretary  and  Treasurer.  They  shall 
be  selected  and  their  remuneration  fixed  by  the  Board 
of  Directors,  who  shall  have  authority  to  designate  a 
bank  to  act  in  place  of  a  treasurer  if  they  deem  best. 

Iv.  L.  Polk, 

Pres.N.F.A.&I.  U. 
J.  H.  Turner. 
Alonzo  Wardall. 
C.  W.  Macune. 
Nelson  A.  Dunning. 
Ben  Terrell. 
Washington,  D.  C,  May  19,  1890. 
The  above  is  duly  authenticated  and  recorded. 


UNIVERSITY  OF  CALIFORNIA  LIBRARY 
BERKELEY 

Return  to  desk  from  which  borrowed. 
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MTOO(SCJIIL07'9C 


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111         ,,3 


C   16465 


M170555 


a!'- 


''  '^56 


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